Common use of Organization and Standing Clause in Contracts

Organization and Standing. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

Organization and Standing. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and Purchaser has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as now being conducted and to enter into this Agreement and to perform its obligations hereunder.

Organization and Standing. Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Purchaser has all requisite corporate power and authority to own its properties and carry on its business as now being conducted and as contemplated by this Agreement.

Organization and Standing. Purchaser is a corporation limited liability company duly organized, validly existing and in good standing under the laws Laws of the State of Delaware.

Organization and Standing. The Purchaser is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware.

Organization and Standing. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser has all requisite corporate power to own and operate its properties and assets, and to carry on its business as conducted and possesses all licenses, franchises, rights and privileges necessary for the conduct of its business. Purchaser is qualified to do business in all jurisdictions in which such qualification is required.

Organization and Standing. Purchaser is a corporation duly organized, organized and validly existing and corporation in good standing under the laws of the State of DelawareDelaware and is qualified to do business and in good standing in all jurisdictions in which such qualification is required and where failure to be so qualified or in good standing would have a material adverse effect on Purchaser’s financial condition.

Organization and Standing. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

Organization and Standing. The Purchaser is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of DelawareDelaware and is in good standing as a domestic corporation under the laws of said state. The Purchaser has all requisite corporate power and authority to own and lease its properties and to conduct its business as presently conducted. The Purchaser is qualified as a foreign corporation in all jurisdictions in which it conducts business, other than any such jurisdiction where the failure to be so qualified will not have a material adverse effect on the Purchaser’s business as now conducted.

Organization and Standing. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and is in good standing as a corporation in all jurisdictions where the nature of its properties or business requires it.

Organization and Standing. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the States of Delaware and is qualified to do business and in good standing in the State of DelawareNew York.

Organization and Standing. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware.

Organization and Standing. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has all requisite corporate power and authority to perform the State transaction contemplated hereby. The Purchaser was not organized for the purpose of Delawarepurchasing the Common Stock.

Organization and Standing. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and, as of the Closing Date, will be duly qualified to transact business in the state of New York, or shall have filed for and reasonably expect to receive such qualification and good standing.

Organization and Standing. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware with the full power and authority to carry on its business in the places and as it is now being conducted.

Organization and Standing. Purchaser is a corporation corporation, formed under the laws of the state of Delaware, and is duly organized, validly existing and in good standing under the laws of Delaware and in such other jurisdictions necessary for the State consummation of Delawarethis Agreement.

Organization and Standing. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has full power and authority to enter into this Agreement and to carry out the transactions contemplated hereby.

Organization and Standing. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has the State of Delawarecorporate power and authority to carry on its business as presently conducted and to own, lease and operate its assets and properties.

Organization and Standing. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as currently conducted.

Organization and Standing. Purchaser is a corporation duly organized, incorporated and validly existing and corporation in good standing under the laws of the State of Delaware.

Organization and Standing. The Purchaser is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of DelawareDelaware and has all requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated under this Agreement.

Organization and Standing. Purchaser is a corporation duly organized, validly valid and existing and in good standing under the laws of the State of Delaware.

Organization and Standing. The Purchaser is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware.

Organization and Standing. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware, and has all requisite corporate power and authority to own and lease its assets and properties, to carry on its business as now conducted, to enter into this Agreement and to consummate the transactions and perform the obligations contemplated by this Agreement.

Organization and Standing. The Purchaser is a corporation duly -------------------------- incorporated, organized, and validly existing and in good standing under the laws Laws of the State of DelawareDelaware and has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and perform its obligations hereunder.

Organization and Standing. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has all corporate power and authority to carry on the business in which it is engaged and to own and use the properties owned and used by it.

Organization and Standing. Purchaser is a corporation duly organized, organized and validly existing and corporation in good standing under the laws of the State of DelawareDelaware and is qualified to do business and in good standing in all jurisdictions in which such qualification is required.

Organization and Standing. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has the corporate power and authority to carry on its business as it is now being conducted.

Organization and Standing. Purchaser is a corporation duly organizedorganized and existing under, validly existing and in good standing under by virtue of, the laws of the State of DelawareDelaware and is in good standing under such laws.

Organization and Standing. Purchaser is a corporation duly organized, organized and validly existing and corporation in good standing under the laws of the State of DelawareDelaware and has all the requisite corporate power to enter into and perform this Agreement.

Organization and Standing. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and Purchaser has all requisite corporate power and authority to own, operate and lease its properties and carry on it business as now being conducted and to enter into this Agreement and to perform its obligations hereunder.

Organization and Standing. The Purchaser is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware. Purchaser has full requisite corporate power and authority to carry on its business as it is now being conducted and to own and operate the properties now owned and operated by it.

Organization and Standing. Purchaser is a corporation ------------------------- duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser is duly qualified and licensed to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification and/or licensing is necessary.

Organization and Standing. Purchaser is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware.

Organization and Standing. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has all corporate power and authority to carry on the State of Delawarebusiness in which it is engaged and to own and use the properties owned and used by it.

Organization and Standing. The Purchaser is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware.Delaware and has all requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated under this Agreement. Section 4.2

Organization and Standing. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Purchaser has full corporate power and authority to conduct its Business as it is presently being conducted and to own or lease, as applicable, its Assets.

Organization and Standing. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has full corporate power and authority to perform its obligations under this Agreement.

Organization and Standing. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware., and

Organization and Standing. Purchaser is a Delaware corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser has the full corporate power and authority to own and operate its properties and assets, to carry on its business as currently conducted, to execute and deliver this Agreement and, subject to the conditions specified herein, to carry out and perform its obligations under the terms of this Agreement.

Organization and Standing. Purchaser is a corporation duly organized, validly existing corporation and in good standing under the laws of the State of DelawareDelaware and has full corporate power and authority to enable it to conduct its business as presently conducted by it. Except as would not reasonably be expected to have a Purchaser Material Adverse Effect, each of Purchaser’s subsidiaries is validly existing under the laws of its jurisdiction of organization and has full corporate or other power and authority to enable it to conduct its business as presently conducted by it.

Organization and Standing. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser is not in violation of any of the provisions of its articles or certificate of incorporation or bylaws. Purchaser has the corporate power to own, operate and lease its properties and to conduct its business and is duly qualified to do business and is in good standing in each jurisdiction where the failure to be so qualified or in good standing, individually or in the aggregate with any such other failures, would reasonably be expected to have a material adverse effect with respect to Purchaser.

Organization and Standing. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of Delaware, and has all requisite corporate power and authority to enter into this agreement and to consummate the State of Delawaretransactions contemplated by this agreement.

Organization and Standing. The Purchaser is a corporation duly organized, organized and validly existing and in good standing under the laws law of the State of Delaware.

Organization and Standing. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power to carry on its business as it is now being conducted.

Organization and Standing. Purchaser is a corporation duly organized, organized and validly existing and corporation in good standing under the laws of the State of DelawareDelaware and is qualified to do business and in good standing in all jurisdictions in which such qualification is required and where failure to be so qualified or in good standing would have a Material Adverse Effect on Purchaser’s financial condition.

Organization and Standing. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser has the corporate power to own its properties and to carry on its business as now being conducted and is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the failure to be so qualified or licensed would have a Purchaser Material Adverse Effect.

Organization and Standing. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware with the corporate power and authority to carry on its business and to own, lease and operate its assets.

Organization and Standing. Purchaser is a duly organized and validly -------------------------- existing corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

Organization and Standing. The Purchaser is a corporation corporation, duly organizedincorporated, validly existing existing, and in good standing under the laws Laws of the State of Delaware.

Organization and Standing. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware, having the necessary power and authority to perform its obligations under this Agreement.

Organization and Standing. Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Parent is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware.

Organization and Standing. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has all requisite corporate power and authority to enter into this Agreement and the Note and to carry out the transactions contemplated hereby and thereby.

Organization and Standing. Purchaser is a corporation duly ------------------------- organized, validly existing and in good standing under the laws of Delaware. Purchaser has all requisite corporate power and authority (i) to execute, deliver and perform this Agreement and (ii) to consummate the State of Delawaretransactions contemplated hereby.

Organization and Standing. Purchaser is a corporation duly ------------------------- organized, validly existing existing, and in good standing under the laws of the State state of Delaware.

Organization and Standing. Purchaser is a corporation duly organized, ------------------------- organized and validly existing and in good standing under the laws of the State of DelawareDelaware with the power and authority to carry on its business as presently conducted.

Organization and Standing. Purchaser is a corporation duly organized, validly ------------------------- existing and in good standing under the laws of the State of Delaware.

Organization and Standing. (a) The Purchaser is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware.

Organization and Standing. The Purchaser is a corporation an entity duly organized, validly existing and in good standing under the laws of the State state of Delaware.

Organization and Standing. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.